SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Letizio Lisa

(Last)

(First)

(Middle)

C/O HSN, INC.

1 HSN DRIVE

(Street)

ST. PETERSBURG

33729

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HSN, Inc. [ HSNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Human Resources of HSNi

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	05/27/2010		M		1,249	A	$17.95	12,204	D
Common Stock, par value $0.01 per share	05/27/2010		S		1,249	D	$27.53	10,955	D
Common Stock, par value $0.01 per share	05/27/2010		M		2,400	A	$18.96	13,355	D
Common Stock, par value $0.01 per share	05/27/2010		S		2,400	D	$27.53	10,955	D
Common Stock, par value $0.01 per share	05/27/2010		M		999	A	$14.82	11,954	D
Common Stock, par value $0.01 per share	05/27/2010		S		999	D	$27.53	10,955	D
Common Stock, par value $0.01 per share	05/28/2010		M		6,180	A	$4.24	17,135	D
Common Stock, par value $0.01 per share	05/28/2010		D		4,794	D	$27.82	12,341	D
Common Stock, par value $0.01 per share	05/28/2010		F⁽¹⁾		1,386	D	$27.82	10,955	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Purchase Common Stock	$17.95	05/27/2010		M			1,249	⁽²⁾	04/25/2011	Common Stock,par value $0.01 per share	1,249	$0	0	D
Options to Purchase Common Stock	$18.96	05/27/2010		M			2,400	⁽²⁾	12/16/2011	Common Stock,par value $0.01 per share	2,400	$0	0	D
Options to Purchase Common Stock	$14.82	05/27/2010		M			999	⁽²⁾	12/18/2010	Common Stock,par value $0.01 per share	999	$0	0	D
Stock Appreciation Rights	$4.24	05/28/2010		M			6,180	02/25/2010	02/25/2019	Common Stock, par value $0.01 per share	6,180	$0	12,363⁽³⁾	D

Explanation of Responses:

1. Represents shares of HSN, Inc. withheld to cover the payment of taxes in connection with the sale of stock appreciation rights.

2. Represents previously granted stock options, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of common stock underlying such stock options and the per share exercise price to reflect the Spin-Off and Reverse Stock Split. These previously granted stock options have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-Off and Reverse Stock Split.

3. Of which 6,180 vested on February 25, 2010, 6,181 vest on February 25, 2011 and 6,182 vest on February 25, 2012.

	/s/ Linda C. Frazier, as attorney-in-fact	06/01/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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